Terms and conditions
Definitions
Agreement – A signed agreement between Client and Good Stuff International B.V. including a Statement of Works;
Business Day – A day other than a Saturday or Sunday in the CET time zone from 9:00 – 17:00;
Client - the party that signs the Agreement with Good Stuff International B.V. for the delivery of Services
Data Protection Legislation – the EU General Data Protection Regulation (EU 2016/679);
Deliverables – the outputs from the provision of the Services including those described in any Statement of Works;
‘Intellectual Property Rights - any and all rights associated with intangible assets owned by a person or company and protected against use without consent. Intangible assets refer to non-physical property, including right of ownership in intellectual property . Intellectual property rights include Patents, Domain names, Industrial design, Confidential information, Inventions, Moral rights, Database rights, Works of authorship, Service marks, Logos. Trademarks, Design rights, Business or trade names, Commercial secret, Computer software.
Services – the services to be provided by Good Stuff International B.V. as specified in any Statement of Works;
Statement of Works – a statement that is in the form of a proposal, work plan and budget, agreed in an Agreement between Good Stuff International B.V. and the Client specifying works to be carried out by and deliverables to be provided by Good Stuff International B.V..
1. General
1.1. These terms and conditions are valid and in force from the moment they are published on the website of Good Stuff International B.V., http://www.goodstuffinternational.com
1.2. Terms and conditions of the Client in the Agreement are only valid in so far that they are not in conflict with these Terms and conditions unless deviations are agreed on in writing. In the case of conflict or doubt about conflicting articles and clauses, our Terms and Conditions prevail over the one in the Agreement. Terms and conditions of the Client are only accepted taking into account the above.
2. Offers and proposals
2.1 Offers and proposals for the provision of services submitted to a Client are entirely without obligation unless Good Stuff International B.V. and can be amended by us at any time.
2.2 Offers become binding when a written Agreement is signed between the Client and Good Stuff International B.V..
3. Provision of the Services
Good Stuff International B.V. shall provide and perform the Services on the terms and conditions of the Agreement and will do so:
3.1 in compliance with all applicable laws, regulations, codes of practice and professional standards;
3.2 with reasonable skill and care;
3.3 in accordance with these terms and conditions, including the timescales specified in any Statement of Works;
3.4 in accordance with good professional practice.
4. Personnel
4.1 Good Stuff International B.V. shall use its reasonable endeavours to ensure that the same personnel as mentioned in the Statement of Works provide the Services in order to maintain consistency and build a relationship with the Client.
4.2 Good Stuff International B.V. shall use its reasonable endeavours to ensure that its personnel comply with the Client’s site regulations when Good Stuff International B.V.’s personnel are on the Client’s premises.
5. Obligations of the Client
5.1 The Client shall provide Good Stuff International B.V. with such information and access to such facilities and personnel as Good Stuff International B.V. shall reasonably require in order to provide the Services.
5.2 The Client shall make such decisions and provide such instructions as Good Stuff International B.V. shall require and at the time that Good Stuff International B.V. requires to enable Good Stuff International B.V. to provide the Services.
5.3 The Client acknowledges that Good Stuff International B.V.’s ability to provide the Services and to meet any timeframe agreed for the provision of the Services is dependent on the Client providing that information and access and providing those decisions and instructions at the times required by Good Stuff International B.V..
6.Intellectual Property
6.1 Any pre-existing Intellectual Property Rights of either party that are made available for use in connection with the provision of the Services shall remain vested in that party; the other party shall have a license to use those rights so far as may be necessary to enable that party to provide or to enjoy the benefit of the Services.
6.2 All Intellectual Property Rights that are created in the course of the provision of the Services and in the Deliverables shall belong to Good Stuff International B.V.; the Client shall have a royalty free, perpetual licence to use those rights as envisaged by the Agreement to enable the Client to have the benefit of the Services and the Deliverables for use within the Client’s own business.
6.3. Good Stuff International B.V. is not liable for any infringement of Intellectual Property Rights on patents, data and licenses of third parties that were made available by the Client directly or through its mediation.
6.4 Good Stuff International B.V. warrants to the Client that the Deliverables will not in any way infringe the Intellectual Property Rights of any other person and Good Stuff International B.V. will indemnify the Client and keep the Client fully indemnified in respect of any losses, liabilities, demands, actions and claims that the Client might incur or suffer as a result of any breach of this warranty.
6.5 If the indemnity in clause 6.4 is to be called upon the Client shall :
6.5.1 promptly notify Good Stuff International B.V. in writing of the claim;
6.5.2 make no admission or settlement without Good Stuff International B.V.’s prior written consent;
6.5.3 allow Good Stuff International B.V. to have control over the conduct of the claim including any litigation; and
6.5.4 give Good Stuff International B.V. such assistance and information that Good Stuff International B.V. reasonably requires.
6.6 Good Stuff International B.V. shall have no liability under the indemnity in clause 5.3 where the alleged infringement arises from the Client using the Deliverables in any manner or for any purpose other than those for which they were provided.
7. Confidentiality
7.1 Good Stuff International B.V. and the Client may during the course of the Agreement and in connection with the Services obtain information relating to the other party that is labeled “Confidential Information”.
7.2 The receiving party shall:
7.2.1 keep all Confidential Information confidential and not disclose it to any person (save as required by law); and
7.2.2 use the Confidential Information only for the purpose for which it was provided and for no other purpose.
7.3 Good Stuff International B.V. has the right to communicate about the Services it is providing to the Client on its website, in its company profile and through social media providing confidentiality is not infringed. In its communications Good Stuff International B.V. will acknowledge the Client, keep the Client informed and generally display professional courtesy.
8.Data Protection
8.1 Good Stuff International’s data protection policy statement ‘Privacy @ Good Stuff International’ at https://www.goodstuffinterantional.com is an integral part of these Terms and Conditions.
8.2 Both parties will comply with all applicable requirements of the Data Protection Legislation. This is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
8.3. The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the data controller and Good Stuff International B.V. is the data processor (where “Data Controller” and “Data Processor” have the meanings as defined in the Data Protection Legislation).
8.4 The Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to Good Stuff International B.V. for the duration and purposes of this agreement.
8.5 Good Stuff International B.V. shall, in relation to any personal data processed in connection with the performance by Good Stuff International B.V. of its obligations under this agreement:
8.5.1 process that personal data only for the purposes of this agreement or on the Client’s written instructions;
8.5.2 ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity and availability of its systems and services, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it;
8.5.3 ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and
8.5.4 not transfer any personal data outside of the European Economic Area unless the following conditions are fulfilled:
8.5.4.1 Good Stuff International B.V. has provided appropriate safeguards in relation to the transfer;
8.5.4.2 the data subject has enforceable rights and effective legal remedies;
8.5.4.3 Good Stuff International B.V. complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
8.5.4.4 Good Stuff International B.V. complies with the Client’s reasonable instructions notified to it in advance with respect to the processing of the Personal Data;
8.5.5 assist the Client in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
8.5.6 notify the Client without undue delay on becoming aware of a personal data breach;
8.5.7 at the Client’s written direction, delete or return personal data and copies thereof to the Client on termination of this agreement unless required by applicable law to store the
personal data;
8.5.8 maintain records and information to demonstrate its compliance with these provisions.
9. Fees
9.1 Good Stuff International B.V. shall charge and the Client shall pay the amounts set out or calculated in accordance with the relevant Statement of Works.
9.2 Where the fees are to be calculated on a time and materials basis, Good Stuff International B.V. may increase those fees on giving not less than one month’s written notice to the Client.
9.3 Any sums stated in the Agreement and/or the Statement of Works are expressed exclusive of VAT and all other taxes, if not explicitly stated otherwise. VAT and any taxes where applicable, will be added and payable by the Client in addition.
9.4 The Client shall in addition reimburse Good Stuff International B.V. for expenses including those that are specified in the relevant Statement of Works provided they are reasonable and properly incurred.
10. Payment
10.1 Good Stuff International B.V. shall invoice the Client on the basis set out in the Agreement and or Statement of Works or, if payment details are not set out, monthly payments will be used.
10.2 The Client shall pay all valid and properly submitted invoices not later than 15 days after they are received or at such other times as may be specified in the Agreement and/or Statement of Works.
10.3 If the Client does not pay any invoice by the due date for payment Good Stuff International B.V. may, without prejudice to any other rights and remedies that it may have:
10.3.1 suspend provision of the Services until payment in full including any interest is received; and/or
10.3.2 charge interest on the sum outstanding at the rate set by the Late Payment of Commercial Debts (Interest) Act 1998.
10.4 The Client shall pay all invoices in full without any set-off or deduction.
11. Duration
The delivery of Services shall commence on the date and shall continue until the delivery of Services to the Client by Good Stuff International B.V. is complete as stated in the signed Agreement and/or Statement of Works between Good Stuff International and the Client, subject to early termination in accordance with clause 11.
12. Termination
Either party may terminate the Agreement forthwith on notice to the other party if that other party:
12.1 is in material breach of any of the terms of the Agreement and, where the breach is capable of being remedied, fails to remedy the breach within 20 Business Days of service of notice
specifying the breach and requiring it to be remedied;
12.2 has a petition granted for its winding up or has a liquidator, administrator, receiver or administrator appointed in respect of it, enters into an arrangement with its creditors or ceases, or threatens to cease, trading.
13. Consequences of Termination
13.1 On termination of the Agreement for any reason and at the end of the provision of the Services, Good Stuff International B.V. shall return all property, equipment, documentation and other things provided to it by the Client in connection with the provision of the Services.
13.2 Termination of the Agreement or any Statement of Works shall not affect any right or remedy which has accrued due at the time of termination.
14. Liability
14.1 Nothing in the Agreement shall limit or exclude the liability of either party for death or personal injury caused by the negligence of that party, its employees, agents or sub-contractors,
or for fraud.
14.2 Subject to clause 15.1, Good Stuff International B.V. shall have no liability to the Client in connection with the Agreement for any loss of profits, loss of revenue, loss of business, loss of contract, loss of goodwill, loss of data or failure to make anticipated savings or any indirect or consequential loss, whether this results from breach of contract, negligence or otherwise.
14.3 Subject to clauses 15.1 and 15.2 the maximum aggregate liability of Good Stuff International B.V. to the Client under or in connection with the Agreement and whether resulting from breach of contract, negligence or otherwise shall not exceed the amount payable by the Client under the Agreement with a maximum of Euro 1,000,000, whichever is the lower, prior to the date on which such liability arises.
15. Force majeure
15.1 Neither party shall have any liability for any failure to perform or delay in performing any of its obligations under the Agreement if and to the extent that such failure or delay is caused by reasons, circumstances or events beyond the reasonable control of that party.
15.2 If a party is affected by any circumstance or event of the type described in clause 15.1, that party shall notify the other party as soon as reasonably practicable and the parties shall each use all reasonable endeavours to minimise the impact on the obligations that are affected.
16. Personal Agreement
16.1 The Agreement between Good Stuff International B.V. and the Client is personal and neither of them shall assign any of their rights under the Agreement without the prior written consent of the other.
16.2 Good Stuff International B.V. may sub-contract part or parts of its obligations under the Agreement but shall remain liable for the performance of those parts that have been sub-contracted.
16.3 The parties do not intend any person who is not a party to the Agreement to have any rights under it.
17. Status
17.1 Good Stuff International B.V. and the Client are each independent contractors and nothing contained in the Agreement shall or shall be capable of creating or constituting between them any partnership or joint venture or any relationship of employment or agency.
17.2 Good Stuff International B.V. shall have no authority to incur any liability or expense on behalf of the Client or to make any promise, representation or commitment that might be binding on the Client without the prior written consent of the Client.
18. Notices
18.1 Any notices that are required under the Agreement shall be in writing and shall be served on the relevant party at its registered office address.
18.2 Notices may be served by:
18.2.1 personal delivery, in which case they shall be deemed to be served when delivered; or
18.2.2 first class pre-paid post, in which case they shall be deemed to be served on the second Business Day after the day of posting.
19. Resolution of Disputes
If any differences or disputes arise between Good Stuff International B.V. and the Client in connection with the Agreement, they shall use all reasonable endeavours to resolve them amiably by discussions between themselves, escalating the issues through their respective management structures up to their chief executive officers if necessary.
20. Changes, Variations and Waiver
20.1 If either party wishes to propose a change to the Services or any other provision of the Agreement, that party shall inform the other party of the proposed change and the parties shall work together to determine whether they are willing and able to agree the terms that are necessary to implement the change.
20.2 The Agreement may only be varied or any right under the Agreement waived by a written document signed by authorised representatives of both parties.
20.3 If a party does not on any occasion insist on the strict observance or performance of any rights under or of any provision of the Agreement, that will not amount to a waiver of those rights or that provision.
21. Severability
21.1 If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable.
21.2 If such modification is not possible, the relevant provision or part-provision shall be deemed deleted.
21.3 Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Agreement.
22. Law and Jurisdiction
The Agreement and everything arising in connection with it, including non-contractual matters, shall be governed by Dutch Law and the parties submit to the exclusive jurisdiction of the courts of The Netherlands.
